UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 3, 2008 (August 27, 2008)

 

HEALTHWAYS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

(615) 614-4929

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 27, 2008, the Board of Directors (the “Board”) of Healthways, Inc. (the “Company”) adopted Amendment No. 2 (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which amends the Bylaws as follows:

 

Advance Notice

 

Article II of the Bylaws requires stockholders intending to make a director nomination or bring other business at a stockholder meeting to have provided the Company advance written notice of such nominations or business. The Amendment amends Article II to (i) explicitly provide that the provisions of Article II of the Bylaws are the exclusive means for a stockholder to submit such business, other than proposals governed by Rule 14a-8 of the federal proxy rules (which provides its own procedural requirements) and (ii) expand the required disclosure regarding the stockholders making such proposals or nominations.

 

Action Without Meeting

 

Section 3.6 of the Bylaws formerly permitted the Board to take any action required or permitted to be taken at a Board meeting without a meeting if all of members of the Board consented in writing to the taking of such action without a meeting. The Amendment allows the Board to act in such situations if a majority of the Board consents in writing to taking of such action without a meeting.

 

Fiscal Year

 

Article VIII of the Bylaws formerly provided that in the absence of an affirmative determination by the Board, the fiscal year of the Company would end on August 31. The Amendment changes this provision such that in the absence of an affirmative determination, the Company’s fiscal year shall end December 31.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: September 3, 2008

 

EXHIBIT INDEX